EXTENSION AND AMENDMENT AGREEMENT (2004)
This Extension and Amendment Agreement (2004) (the "Agreement") is entered
into as of October 29, 2004, among CONTRAN CORPORATION ("Contran"), NATIONAL
CITY LINES, INC. ("NCL"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank").
RECITALS
A. Contran, NCL (collectively, the "Contran Companies"), and U.S. Bank are
parties to a loan agreement dated as of September 3, 1998. That agreement (as it
has been modified and amended (the "1998 Loan Agreement")), and the related
promissory note, guaranty, and pledge agreements, are referred to herein
collectively as the "1998 Loan Documents."
B. Capitalized terms used in this Agreement that are not defined herein
have the meanings assigned to those terms in the 1998 Loan Agreement.
C. The parties have agreed to extend the Expiry Date of the revolving
credit facility provided by U.S. Bank pursuant to the 1998 Loan Documents to
October 28, 2005.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contran Companies and U.S. Bank agree as
follows:
AGREEMENT
1. Representations and Warranties of the Contran Companies. Each Contran
Company represents and warrants to U.S. Bank that (a) it is in good standing
under the laws of the state of its formation, (b) it has been authorized to
execute and perform its obligations under this Agreement and the 1998 Loan
Documents (as modified by this Agreement), (c) the individual executing this
Agreement on its behalf has been duly authorized to take such action, (d) the
1998 Loan Documents (as amended by this Agreement) are enforceable against it in
accordance with their respective terms, subject only to the effect of insolvency
and other similar laws affecting the rights and remedies of creditors generally,
general principles of equity whether applied by a court of law or equity, and
generally applicable rules of law, (e) all financial information previously
provided to U.S. Bank presents fairly its financial position as of the date of
such financial information and the results of its operations and changes in
financial position for the period in question, (f) the representations and
warranties made to U.S. Bank in the 1998 Loan Documents continue to be true and
correct in all material respects, and (g) the Contran Companies are not in
default in any material respect under the 1998 Loan Documents as of the date of
this Agreement.
2. Extension of Expiry Date. U.S. Bank hereby extends the Expiry Date, and
U.S. Bank's commitment to make Advances to the Contran Companies on the terms
and conditions of the 1998 Loan Documents, to October 28, 2005.
3. Reaffirmation of Obligations. Contran and NCL hereby acknowledge and
reaffirm their agreements to pay the Obligations in accordance with the terms of
the Note and the Guaranty, respectively.
4. Cash Collateralization of Certain Letters of Credit. If U.S. Bank
discontinues its commitment to extend the revolving credit facility to the
Contran Companies, and at that time any letter of credit or letters of credit
are outstanding under the 1998 Loan Documents, the Contran Companies within
three Business Days of U.S. Bank's termination of that credit commitment shall
deposit with U.S. Bank cash in an amount specified by U.S. Bank in its
reasonable discretion sufficient to fully collateralize the Contran Companies'
obligations in respect of such letters of credit.
5. Effectiveness of this Agreement. This Agreement shall become effective
only when each of the Contran Companies and U.S. Bank has signed it and has sent
a copy of the signed document to the other parties to this Agreement (which may
be accomplished by facsimile transmission). Each party to this Agreement shall
deliver manually signed counterparts of this Agreement to the other.
6. Other Terms Unchanged. All of the terms and conditions of the 1998 Loan
Agreement and the 1998 Loan Documents remain in full force and effect, as
expressly modified by the terms and conditions of this Agreement.
7. Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND
COMMITMENTS MADE BY U.S. BANK CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
U.S. BANK TO BE ENFORCEABLE.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. X'Xxxxx
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Xxxxxx X. Xxxxx Xxxxx X. X'Xxxxx
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Xxxxx X. X'Xxxxx
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Xxxxx X. X'Xxxxx
Vice President and Treasurer
